ORRVILLE, Ohio, Nov. 7, 2023
/PRNewswire/ -- The J. M. Smucker Co. (NYSE: SJM) ("Company")
announced today the closing of the transaction to acquire Hostess
Brands, Inc. (NASDAQ: TWNK) ("Hostess Brands"). The Company
previously announced the signing of a definitive agreement for the
transaction on September 11, 2023.
The transaction includes the Hostess® sweet baked
snacks brands, including Hostess® Donettes®,
Twinkies®, CupCakes, DingDongs®,
Zingers®, CoffeeCakes, HoHos®, Mini
Muffins and Fruit Pies and the Voortman® cookie
brand, along with manufacturing facilities in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana and Arkadelphia, Arkansas (which is currently
under construction) and a distribution facility in Edgerton, Kansas. Additionally, approximately
3,000 employees will join the Company in conjunction with the
transaction.
"We are excited to formally welcome Hostess Brands and for the
tremendous opportunity we have with the combined capabilities our
businesses offer," said Mark
Smucker, Chair of the Board, President and Chief Executive
Officer. "Consumers' increasing reliance on snacking to fit
lifestyle needs and convenience choices has expanded the occasions
where the category can deliver, and the sweet baked goods category
is one of the largest and fastest growing in the industry. With the
Hostess acquisition, we have a strong position in this highly
attractive segment with popular brands that consumers love."
"In addition, the synergy of our businesses creates a compelling
platform to drive sustainable growth. Hostess offers an expanded
distribution model, including strength in the convenience store
channel; a robust innovation engine; and extensive manufacturing
capabilities. This is complemented by the strong retailer
relationships in the grocery and mass channels we have at Smucker;
along with our advanced commercial organization, highlighted by our
industry leading consumer insights and marketing; and our
continuous productivity approach. The combination of these
capabilities positions us to deliver on the aspirations we have for
the business."
The Company will provide further details about the transaction's
impact on its financial outlook when it reports its second quarter
fiscal 2024 results on December 5,
2023.
About The J. M. Smucker Co.
At The J.M. Smucker Co., it is our privilege to make food people
and pets love by offering a diverse family of brands available
across North America. We are proud
to lead in the coffee, peanut butter, fruit spreads, frozen
handheld, sweet baked goods, dog snacks and cat food categories by
offering brands consumers trust for themselves and their families
each day including Folgers®, Dunkin'®, Café Bustelo®,
Jif®, Smucker's® Uncrustables®,
Smucker's®, Hostess®, Voortman®,
Milk-Bone® and Meow Mix®. Through our unwavering
commitment to producing high quality products, operating
responsibly and ethically and delivering on our Purpose, we will
continue to grow our business while making a positive impact on
society. For more information, please visit jmsmucker.com.
The J. M. Smucker Co. is the owner of all trademarks referenced
herein, except for Dunkin'®, which is a trademark of DD IP
Holder LLC. The Dunkin'® brand is licensed to
The J.M. Smucker Co. for packaged coffee products sold in retail
channels, such as grocery stores, mass merchandisers, club stores,
e-commerce and drug stores, as well as in certain away from home
channels. This information does not pertain to products for sale in
Dunkin'®
restaurants.
Forward Looking Statements
This press release
includes certain forward-looking statements within the meaning of
federal securities laws that involve risks and uncertainties
relating to future events and the future performance of the
Company. The forward-looking statements may include statements
concerning our current expectations, estimates, assumptions and
beliefs concerning future events, conditions, plans and strategies
that are not historical fact. Any statement that is not historical
in nature is a forward-looking statement and may be identified by
the use of words and phrases such as "expect," "anticipate,"
"believe," "intend," "will," "plan," "strive" and similar phrases.
Federal securities laws provide a safe harbor for forward-looking
statements to encourage companies to provide prospective
information. We are providing this cautionary statement in
connection with the safe harbor provisions. Readers are cautioned
not to place undue reliance on any forward-looking statements,
which speak only as of the date made, when evaluating the
information presented in this press release, as such statements are
by nature subject to risks, uncertainties and other factors, many
of which are outside of our control and could cause actual results
to differ materially from such statements and from our historical
results and experience. These risks and uncertainties include, but
are not limited to, the following: risks related to the Company's
ability to realize the anticipated benefits of the merger between
the Company, SSF Holdings, Inc., a Delaware corporation and wholly owned
subsidiary of the Company, and Hostess Brands (the "Transaction"),
including the possibility that the expected benefits will not be
realized or will not be realized within the expected time period;
the effect of the consummation of the Transaction on the Company's
ability to retain key personnel and to maintain relationships with
customers, suppliers and other business partners; negative effects
of the consummation of the Transaction on the market price of the
Company's common stock and/or operating results; transaction
costs associated with the Transaction; disruptions or
inefficiencies in the Company's operations or supply chain,
including any impact caused by product recalls (including the
Jif® peanut butter product recall); political instability,
terrorism, armed hostilities (including the ongoing conflict
between Russia and Ukraine); extreme weather conditions; natural
disasters; pandemics (including the novel coronavirus); work
stoppages or labor shortages, or other calamities; risks related to
the availability, and cost inflation in, supply chain inputs,
including labor, raw materials, commodities, packaging, and
transportation; the impact of food security concerns involving
either the Company's products or its competitors' products,
including changes in consumer preference, consumer litigation,
actions by the U.S. Food and Drug Administration or other agencies,
and product recalls; risks associated with derivative and
purchasing strategies the Company employs to manage commodity
pricing and interest rate risks; the availability of reliable
transportation on acceptable terms; the ability to achieve cost
savings related to restructuring and cost management programs in
the amounts and within the time frames currently anticipated; the
ability to generate sufficient cash flow to continue operating
under the Company's capital deployment model, including capital
expenditures, debt repayment, dividend payments, and share
repurchases; the ability to implement and realize the full benefit
of price changes, and the impact of the timing of the price changes
to profits and cash flow in a particular period; the success and
cost of marketing and sales programs and strategies intended to
promote growth in the Company's businesses, including product
innovation; general competitive activity in the market, including
competitors' pricing practices and promotional spending levels; the
Company's ability to attract and retain key talent; the
concentration of certain of the Company's businesses with key
customers and suppliers, including single-source suppliers of
certain key raw materials and finished goods, and the Company's
ability to manage and maintain key relationships; impairments in
the carrying value of goodwill, other intangible assets, or other
long-lived assets or changes in the useful lives of other
intangible assets or other long-lived assets; the impact of new or
changes to existing governmental laws and regulations and their
application; the outcome of tax examinations, changes in tax laws,
and other tax matters; a disruption, failure, or security breach of
the Company or their suppliers' information technology systems,
including, but not limited to, ransomware attacks; and foreign
currency exchange rate and interest rate fluctuations.
A more complete description of these and other material risks
can be found under "Risk Factors" in reports and statements filed
by the Company and Hostess Brands respectively with the U.S.
Securities and Exchange Commission (the "SEC"), including each of
the Company's and Hostess Brands most recent Annual Reports on Form
10-K, as well as the Form S-4 and related exchange offer documents
(and amendments thereto) filed by the Company and its acquisition
subsidiary, SSF Holdings, Inc. The Company does not undertake any
obligation to update or revise these forward-looking statements,
which speak only as of the date made, to reflect new events or
circumstances.
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SOURCE The J.M. Smucker Co.